Performant Healthcare Form 4: $7.75 per share cash-out on merger
Rhea-AI Filing Summary
Performant Healthcare (PHLT) director Shantanu Agrawal reported merger-related dispositions on a Form 4. On 10/21/2025, 44,430 shares of common stock were canceled and converted to the right to receive $7.75 per share in cash, consistent with the completed merger terms.
In addition, time-based restricted stock units were canceled for cash: 35,616 RSUs and 25,251 RSUs, each paying cash equal to the underlying shares multiplied by $7.75. Following these transactions, the reporting person showed 0 shares and 0 derivative securities beneficially owned.
Positive
- None.
Negative
- None.
Insights
Routine Form 4 reflecting merger cash-out at $7.75 per share.
The filing records automatic conversion of equity at closing of the merger, with common shares canceled for $7.75 per share and time-based RSUs settled in cash at the same rate. This aligns with typical change-in-control treatment where outstanding equity converts to cash consideration.
The director’s holdings go to zero post-transaction, indicating no remaining beneficial ownership from these awards after the merger date of 10/21/2025. Actual financial impact to the individual mirrors the number of shares and RSUs reported at $7.75 each; broader issuer implications are outside this Form 4.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 35,616 | $7.75 | $276K |
| Disposition | Restricted Stock Units | 25,251 | $7.75 | $196K |
| Disposition | Common Stock | 44,430 | $0.00 | -- |
Footnotes (1)
- Pursuant to the Agreement and Plan of Merger, dated July 31, 2025 (the "Merger Agreement"), by and among Performant Healthcare, Inc. ("Performant" or "Company"), Continental Buyer, Inc., a Delaware corporation ("Continental" or "Parent") and Prevail Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Continental ("Merger Sub"), pursuant to which Merger Sub will be merged with and into Performant, with Performant surviving the merger as a wholly-owned subsidiary of Continental (the "Merger"). Effective as of immediately prior to the Effective Time (as defined in the Merger Agreement), each share of the Company's Common Stock, par value $0.0001 per share, as the "Common Stock" or "Company Shares" issued and outstanding immediately prior to the Effective Time was canceled and converted into the right to receive $7.75 in cash without interest (the "Merger Consideration") subject to any applicable withholding taxes as provided in the Merger Agreement. Effective immediately prior to the Effective Time, each restricted stock unit award (or portion thereof) subject to time-based vesting restrictions, whether vested or unvested, that is outstanding immediately prior to the Effective Time (each, a "Performant RSU") will automatically be canceled in consideration for the right to receive a lump sum cash payment (less any applicable withholding taxes) equal to (i) the total number of Company Shares underlying such Performant RSU multiplied by (ii) the Merger Consideration. All equity awards under the terms of the Company's Amended and Restated 2012 Stock Incentive Plan expire on the tenth anniversary of the original grant date.
